Hi! Show of hands: who wants to read thoughts about a new Guillermo del Toro film from one of the six people in America who didn’t care for his Best Picture winner The Shape of Water?

No? Nah, it’s okay, I understand. Our exits are clearly marked for safe evacuation. See you next entry!

Nightmare Alley is del Toro’s latest thriller, but his first feature film with no monsters and no supernatural doings whatsoever. It’s an adaptation of a 1946 novel that was previously made into a 1947 film by director Edmund Goulding (who also helmed the 1932 Best Picture winner Grand Hotel) starring Tyrone Power and Joan Blondell. del Toro insists his adapts the novel rather than the previous film (same situation as the Coen Brothers’ True Grit), but in reading recaps of the novel, I have questions about that claim. The 1947 version is currently streaming on the Criterion Channel, so I went ahead and watched it before heading to the theater for the new one. I don’t do that with every Hollywood remake, but I had the free time, the subscription, and a curiosity for comparison. Anyone who wants to keep their del Toro fandom pure and uncompromised might consider reversing that viewing order.

The time frame is shifted from post-WWII to the war’s early years, but the structure of the two films is much the same. Bradley Cooper replaces Tyrone Power as Stanton Carlisle, a clean-cut drifter who joins up with a circus to do whatever odd jobs need done. They’ve got a dedicated sideshow that includes a mentalist — Madame Zeena (Toni Collette, taking Blondell’s role), who purports to read a crowd’s minds with a little help behind the scenes from her husband Pete (David Strathairn). Between them they have a system in place, a secret code they share, and a rotating supply of gullible audiences who love a good hoodwinking. When Pete’s alcoholism interferes with their act, Stanton invites himself to lend a hand. Once Pete’s out of the picture, he’s learning the code one signal at a time, and he’s perfecting the art of “cold reading”, which is that method mentalists still use today to fake their way into convincing you they know all about you, based not on actual sorcery or Professor X powers but on whatever clues they spot when they scan you up and down Sherlock-style.

The pupil becomes the master and yearns for his own spotlight, but he has ideas for upgrading both his performance and his clientele. Idea #1: pick an assistant who’s lovelier and less drunken. Stanton leaves Madame Whatshername behind and skips town with fellow sideshow player Molly (Rooney Mara, f/k/a Lisbeth Salander), who spends time training with him and likewise learning the code so they can team up and perform in ritzier dinner theaters, back in the days when there was such a thing as ritzy dinner theaters. The two of them marry and strike it rich in the nearest big city. For Goulding that was Chicago (I recognized State Street in one shot); del Toro moves the action to New York City, even though this was filmed in Toronto and Buffalo, but NYC probably tests better with focus groups, or maybe it’s easier for effects artists to composite into the backgrounds.

Stanton confirms to his greedy delight that under the right conditions and with a confident performer in charge, rich folks can be just as bamboozled as poor folks, as we see in today’s political climate. One night an exception in the audience calls his bluff: a psychologist named Lilith (Cate Blanchett) who knows what cold reading looks like, but who’s caught unawares when Stanton turns the tables and successfully uses it on her anyway. Blanchett lasts a bit longer under fire than her predecessor Helen Walker did, probably thanks to del Toro and co-writer Kim Morgan making Stanton work harder for that victory. Blanchett in general is among the film’s MVPs, as clearly the smartest person in any room who cunningly withholds just how much smarter she is.

Despite their duel of wits, Stanton is intrigued and simply must know more. The two put their heads together, and soon with her helps he’s aiming for the next level of mental trickery: pretending to talk to the dead. Magic tricks are cool for fun and profit, but the grieving will pay top dollar for an intermediary who’ll help them talk to their dearly departed just one more time, especially if you couch your performance in the faith-based terms of their choice. If they’re the city’s extra-wealthy elite, so much the better. A bigger gambit means bigger quarry, which he and Lilith conspire to chase together, mostly forgetting his wifely assistant Whatshername except when he needs her as a prop. But more than once he’s warned by those around him: never go full spook-show. Alas, the voice of inner hubris tends to drown out gentle advice from outside.

Thus does the roller-coaster ride of Stanton Carlisle, lifelong user of everyone around him, keep escalating until he reaches the other side of the hill and plummets toward downfall. Cooper has played smarter and slicker characters than our former Okie rube turned bad-guy protagonist whose reach ultimately exceeds his grasp. It’s a challenge to accept a slightly less polished version of his past selves. He’s not bad, exactly, but ultimately I preferred Tyrone Power’s rendition. As a top swashbuckling actor in his day who was dying for a break from all the sword-swinging typecasting, his take on Stanton is leaner and hungrier, desperately needier for his ploys to work. For Cooper’s rogue, mentalism feels like a flex, just him being who he is and seeing how far he can push it. For Power’s, it becomes his dream day-job until his addiction to it consume him — ever chasing the bigger “fix” of an ultimate swindle.

It was safe to assume del Toro would add his own flourishes above and beyond what 1947 mores would allow. My first guess was he’d double or triple the sideshow’s freak population (to use their olde-tyme vernacular), but no, it has about the same head count as the original. Among the least useful additions are flashbacks to Cooper’s life before the circus, as if he needed more backstory, which he doesn’t. In the original, we got the point: Stanton was born a louse and looking for opportunities to get lousier. It’s not quite as egregious as, say, that time Willy Wonka got a pointless origin, but each glimpse of his pre-circus life mostly serves as a short recess for cinematographer Dan Laustsen to indulge in a Dust Bowl panorama and one small, deadly fire.

Our director also adds two TV-14 sexy bits, a few F-bombs of no note, and merely a few shockingly violent moments, none of which were in the original. One of the sideshow’s most memorable employees is the Geek, whose everyday job is to perform exactly the act defined by his very name for horrified onlookers. Goulding relied on 1947 audiences to know what a geek was in those days, and therefore had the latitude to create the film’s creepiest moments with a character who’s never fully seen on screen (nor is his act even described, let alone shown). He’s a pitiable ghoul lurking in the shadows of those towering tents, piercing the audience’s calm with his lunatic screams. Meanwhile in 2021, del Toro is that charter Fangoria subscriber who’s simply been dying for years to show everyone what a geek does, up close and uncensored and free of artistic oppression by the Hays Code. I shouldn’t be surprised that the guy who won major awards for hawt man-fish sexing would insist on showing us grotesquerie rather than implying it. Whereas Goulding went for terror, del Toro craves the gross-out.

Visual upgrades can be cool, but it’s distracting to see such odd judgment calls on which parts should or shouldn’t be subtle. Then again, if you’ve never seen the original, the newer and shinier Nightmare Alley should seem a serviceable night of spookiness in its own right, with del Toro enjoying a fabulous time (possibly cheaper to make than his usual effects-heavy creepshows, albeit with the tacked-on expenses of pandemic filming) with a killer lineup of familiar faces that lead Stanton to his suitable Tales from the Crypt ending. To his credit, at least del Toro went for an obscure source material with his cinematic do-over instead of rehashing an established cinematic fave like, say, Ghostbusters or Pinocchio.

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Meanwhile in the customary MCC film breakdowns:

Hey, look, it’s that one actor!: Among the power players with far too little screen time, No Way Home winner Willem Dafoe is the circus owner, who gets one gleefully cruel scene in which he casually explains his method for how to drive a man to the brink of insanity and turn him into a “geek” in just a few easy steps. His other employees include Clifton Collins Jr. (Capote, Veronica Mars season 4) as a barker and del Toro’s good luck charm Ron Perlman as the strongman. Jim Beaver (Supernatural) has one scene as a small-town sheriff who’s too easy to read.

When Cooper tries plying his cons on higher-class citizens, among them are Mary Steenburgen as a Concerned Wife who gets a serene yet unforgettable moment in her final scene; and Richard Jenkins (Shape of Water, Cabin in the Woods) as the wrong millionaire to mess with. Holt McCallany (Agent Tench from Mindhunter) is Jenkins’ bodyguard, a character that barely existed in the previous movie, if at all, but he’s always interesting to watch, even as a henchman. And the film wraps up with a cameo from Tim Blake Nelson as a new taker of someone else’s old job.

How about those end credits? No, there’s no scene after the Nightmare Alley end credits, but comics fans may be happy to recognize Guy Davis (Deadworld, Sandman Mystery Theatre) named as a Concept Illustrator. Circus superfans might take note of a shout-out to the company that provided a specific 1917 Ferris wheel to the production. And as always it wouldn’t be a del Toro film without Special Thanks to his two BFFs Cuaron and Iñárritu.